Exhibit 10.2
    

    

    

    

    

    

    

    
      CENTER FINANCIAL CORPORATION

    

    

    

    

    

    



    
      SUBSCRIPTION AGREEMENT

    

    



    
      

      

      

      


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      CENTER FINANCIAL CORPORATION

    

    
      SUBSCRIPTION AGREEMENT

    

    

    

    
      This Subscription Agreement is made by and between Center Financial
      Corporation, a California corporation (the “Company”)
      and the purchaser whose name appears on the Subscription Agreement
      signature page below (“Purchaser”).
    

    
      Pursuant to this Subscription Agreement, and to other Subscription
      Agreements between the Company and each of the other purchasers in this
      offering (collectively, “Purchasers”), the Company
      will sell up to 3,360,000 shares of the common stock of the Company (the
      “Shares”) at a purchase price of $3.71 per share1
      for aggregate gross proceeds to the Company of up to approximately $15
      million (the “Private Placement”).  The Shares, when
      issued, will represent up to approximately 16.7% of the total shares of
      the Company outstanding upon completion of the Private Placement.
    

    
      The Company can accept the subscription for all or any portion of the
      Shares applied for or can reject this subscription in its entirety, in
      its sole discretion.  In the event the Company rejects all or a
      portion of the requested subscription, the Company will promptly refund
      the subscriber all, or a portion, of the amount remitted with the
      Subscription Agreement.  The Company will decide which subscriptions to
      accept no later than November 30, 2009 (the “Closing Date”), subject to
      extension by the Company in its sole discretion.  All appropriate
      refunds will be made within three business days after the Closing Date,
      when and as extended.
    

    
      By executing this Subscription Agreement, Purchaser acknowledges that he
      or she has read the Private Placement Memorandum dated October 19, 2009,
      and the Supplement thereto dated November 20, 2009, which describe the
      terms of the Private Placement, including, but not limited to, the risk
      factors associated with the Private Placement.
    

    

    

    

    

    
      _____________________________
*This price per share is for purchasers
      not affiliated with the Company.  It is anticipated that certain
      officers and directors of the Company may purchase shares in the Private
      Placement.  In accordance with the rules of Nasdaq, the purchase price
      for such individuals will be not less than the closing bid price of the
      Company’s stock on November 24, 2009 (immediately preceding the time the
      Company will enter into binding agreements with such individuals to
      issue the securities) subject to possible adjustment in the event the
      Company elects to solicit shareholder approval of this Private
      Placement, by means of issuing additional shares such that the directors
      or officers would in effect have received their shares in this Private
      Placement at the same price per share as other purchasers.
    

    
      
        

        

      

      
        
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      How to Subscribe

    

    
      --        Carefully read this entire Subscription Agreement, the Private
      Placement Memorandum dated October 19, 2009, and the Supplement thereto
      dated November 20, 2009, which accompany this Subscription Agreement.
    

    
      --        Fully complete and execute one copy of the Subscription
      Agreement you have received by:
    

    
      •         Confirming your status as an Accredited Investor by initialing
      the applicable provisions of Section 2.3.2 of this Subscription
      Agreement.
    

    
      •         Filling in all requested information on the Subscription
      Agreement Signature Page (page 11) and signing the Subscription
      Agreement Signature Page.
    

    
      •         If Purchaser is a trust, partnership, corporation or limited
      liability company, completing Exhibit A, B, C or D of the Subscription
      Agreement, as applicable.
    

    
      --        Deliver a check payable to “Center Financial Corporation –
      Stock Subscription Account” for the full purchase price of the Shares
      you wish to subscribe for, together with your fully completed and signed
      Subscription Agreement to:
    

    
    	
          Center Financial Corporation

          
            3435 Wilshire Boulevard, Suite 700
          

          
            Los Angeles, California 90010
          

        


    

    
      or
    

    
      --        Wire transfer the funds for the full amount of the shares
      subscribed to:
    

    
    	
           
        	
          Center Bank
        
	

        	
          ABA Number 122-041-235
        
	

        	
          Further Credit to Center Financial Stock Escrow Account
        
	

        	
          Account Number 008320179
        


    

    

    

    
      Please contact Lonny D. Robinson at (213) 251-2222 or
      lonnyr@centerbank.com to confirm receipt of the wire.
    

    
      --        Questions to:
    

    
    	
           
        	
           
        	
          Lonny D. Robinson

          
            Executive Vice President
          

          
            and Chief Financial Officer
          

          
            Center Financial Corporation
          

          
            3435 Wilshire Boulevard, Suite 700
          

          
            Los Angeles, California 90010
          

          
            (213) 251-2222
          

        


    

    
      Terms of Subscription

    

    
      1.  Subscription.  Subject to the terms and conditions
      hereof, Purchaser (a) hereby subscribes for and agrees to purchase (the “Subscription”)
      the number and amount of Shares set forth on the signature page of this
      Subscription Agreement and (b) tenders payment of the total purchase
      price of the Shares subscribed for with this Subscription Agreement (the
      “Purchase Price”).  The Purchase Price is payable to
      the Company in cash or by check payable to “Center Financial Corporation
      – Stock Subscription Account” upon the execution and delivery hereof.  The
      Subscription is irrevocable and shall be made by delivery of this
      Subscription Agreement to the Company and is not binding on the Company
      unless and until it is accepted by the Company.
    

    
      
        

        

      

      
        
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      2.  Representations and Warranties.  Purchaser
      acknowledges that the Company must have certain information about
      Purchaser in order to establish the availability of exemptions from the
      registration requirements of any applicable securities laws, and
      therefore, Purchaser hereby makes the following representations:
    

    
         2.1  Residence.  Purchaser is a
      resident of the state identified in its address set forth on the
      signature page below.
    

    
         2.2  Investment Suitability.
    

    
           2.2.1  Purchaser has such knowledge and experience in financial and
      business matters so as to be capable of evaluating the merits and risks
      of an investment in the Company and to protect his or her own interests
      in connection with the contemplated transaction.
    

    
           2.2.2  Purchaser hereby represents and warrants that Purchaser
      qualifies as an “accredited investor” within the meaning of Regulation D
      promulgated under the Securities Act of 1933, as amended, and, if a
      corporation, partnership or similar entity, that each equity owner
      therein as of the date hereof satisfies such requirements.  INITIAL ALL
      APPROPRIATE SPACES ON THE FOLLOWING PAGES INDICATING THE BASIS UPON
      WHICH THE UNDERSIGNED QUALIFIES AS AN ACCREDITED INVESTOR (PLEASE
      INITIAL ONLY WHERE APPROPRIATE).
    

    
                 (a)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because Purchaser has an individual net worth, or
      Purchaser and Purchaser’s spouse and have a combined net  worth, in
      excess of $1,000,000.
    

    
                 (b)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because Purchaser had individual income (exclusive
      of any income attributable to Purchaser’s spouse) of more than $200,000
      in the prior two calendar years or joint income with Purchaser’s spouse
      in excess of $300,000 for each of those years and Purchaser reasonably
      expects to reach the same income level in the current calendar year.
    

    
                 (c)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because it is a bank as defined in Section 3(a)(2)
      of the Securities Act of 1933 (the “Act”).
    

    
                 (d)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because it is a savings and loan association or
      other institution as defined in Section 3(a)(5)(A) of the Act, whether
      acting in its individual or fiduciary capacity.
    

    
                 (e)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because it is a broker or dealer registered pursuant
      to Section 15 of the Securities and Exchange Act of 1934, as amended.
    

    
                 (f)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because it is an insurance company as defined in
      Section 2(13) of the Act.
    

    
                 (g)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because it is an investment company registered under
      the Investment Company Act of 1940, as amended or a business development
      company as defined in Section 2(a)(48) of the Act.
    

    
                 (h)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because it is a small business investment company
      licensed by the U.S. Small Business Administration under Section 301(c)
      or (d) of the Small Business Investment Act of 1958.
    

    
      
        

        

      

      
        
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                 (i)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because it is a private business development company
      as defined in Section 202(a)(22) of the Investment Advisers Act of 1940,
      as amended.
    

    
                 (j)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because it is a corporation, partnership, an
      organization described in Section 501(c)(3) of the Internal Revenue Code
      of 1986, or Massachusetts or similar business trust, not formed for the
      specific purpose of acquiring the Shares, with total assets in excess of
      $5,000,000.
    

    
                 (k)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because it is a trust, with total assets in excess
      of $5,000,000, not formed for the specific purpose of acquiring the
      Shares, whose purchase of the Shares is directed by a sophisticated
      person as described in Rule 506(b)(ii) of Regulation D promulgated under
      the Act.
    

    
                 (l)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because Purchaser is a director or executive officer
      of the Company.
    

    
                 (m)  _____  Purchaser hereby certifies that Purchaser is an
      accredited investor because it is an entity in which all of the equity
      owners meet one of the requirements of subsections (a) through (k)
      hereof.
    

    
           2.2.3  Purchaser understands that the offer and sale of the
      securities described herein may be subject to additional restrictions
      and requirements under state law.
    

    
         2.3  Acceptance.  Purchaser is aware
      that this Subscription Agreement is not binding on the Company unless
      and until it is accepted and executed by the Company and that the
      Company has the right to accept or reject all or part of the
      Subscription for any reason.
    

    
         2.4  Ability to Bear Risk.  Purchaser
      acknowledges that the Shares are suitable and consistent with
      Purchaser’s investment program and that Purchaser’s financial position
      enables Purchaser to bear the risks of this investment, including, but
      not limited to a total loss of such investment.  The current value of
      Purchaser’s liquid assets is sufficient to provide for Purchaser’s
      current needs and possible personal contingencies.
    

    
         2.5  Commissions.  No commissions or
      any other type of remuneration have been or will be paid by the
      undersigned or the Company to any person in consideration for procuring
      or soliciting this sale; provided, however, that if the Company should
      determine during the course of the offering that it would be in its best
      interest to retain the services of a sales agent or broker to assist in
      the sale of the Shares, it reserves the right to do so, and to pay such
      sales agents or brokers a reasonable commission on the sale of the
      shares which they actually place.
    

    
         2.6  Knowledge and Experience.  Purchaser
      has such knowledge and experience in financial and business matters that
      Purchaser is capable of evaluating the merits and risks of an
      acquisition of the Shares and, by reason of Purchaser’s financial and
      business experience, either alone or together with any purchaser
      representative, Purchaser has the capacity to protect Purchaser’s
      interest in connection with an acquisition of the Shares.  Purchaser
      further represents and warrants Purchaser is an experienced investor in
      unregistered and restricted securities which involve a high degree of
      risk and is financially able to bear the economic risk of an investment
      in the Shares, including the total loss thereof.
    

    
      
        

        

      

      
        
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         2.7  Adequate Information.  The
      Company has made available and the Purchaser has reviewed such
      information that the Purchaser considers necessary or appropriate to
      evaluate the risks and merits of an investment in the Shares including,
      without limitation, the Company’s Form 10-K for the fiscal year ended
      December 31, 2008, Form 10-Qs for the quarterly periods ended March 31,
      June 30 and September 30, 2009, Proxy Statement filed with the SEC on
      April 30, 2009 and Current Reports on Form 8-K filed with the SEC since
      December 31, 2008.
    

    
         2.8  Opportunity to Ask Questions.  The
      Purchaser has had the opportunity to question, and, to the extent deemed
      necessary or appropriate, has questioned representatives of the Company
      so as to receive answers and verify information obtained in the
      Purchaser’s examination of the Company, including the information that
      the Purchaser has reviewed in relation to its investment in the Shares.
    

    
         2.9  Private Placement Memorandum.  The
      Purchaser has received a copy of the Private Placement Memorandum dated
      October 19, 2009, and the Supplement thereto dated November 20, 2009,
      and any and all supplements and Appendices thereto.  Except for the
      information contained in the Private Placement Memorandum, as amended or
      supplemented and except for the information that the Purchaser or its
      advisors, if any, have requested and been furnished in writing, neither
      the Purchaser nor its advisors has been furnished any offering material
      or literature by the Company.
    

    
        2.10  Short Sales; No Net Short Position.  Since
      the Purchaser has learned of the offering of the Shares, it has not
      engaged in short sales or similar hedging transactions with respect to
      the Company’s Common Stock and until the Registration Statement which
      the Company is obligated to file covering the Common Stock has become
      effective, the Purchaser shall not sell short the shares of the
      Company’s Common Stock. Until the Purchaser has sold all shares of the
      Common Stock, it shall not maintain a net short position in the Common
      Stock prior to the effective date of the Registration Statement.
      Provided, however, if the Purchaser presently has, or hereafter
      acquires, a long position in the Company's Common Stock, the Purchaser
      may sell short or otherwise engage in hedging transactions with respect
      to that long position, but not against the shares of Common Stock
      contained in the Shares.
    

    
        2.11  Non-Disclosure.  Purchaser
      acknowledges that certain information contained in the disclosure
      document provided to Purchaser in connection with the private offering
      of the Common Stock has not been otherwise publicly
      disclosed.  Accordingly, Purchaser agrees to keep such information
      confidential for a period ending on the earlier to occur of (i) the
      first anniversary of the closing of the Private Placement, or (ii) the
      date upon which such information is publicly disclosed by the Company.
    

    
        2.12  Additional Representations.  The
      Purchaser will make such additional representations and warranties and
      furnish such information regarding the Purchaser’s investment experience
      and financial position as the Company may reasonably require, and if
      there should be any material change in the information set forth herein
      prior to the closing of the sale of the Shares, the Purchaser will
      immediately furnish such revised or corrected information to the Company.
    

    
        2.13  Independent Decision.  The Purchaser
      is not relying on the Company, or on any legal or other opinion in the
      materials reviewed by the Purchaser with respect to the financial or tax
      considerations of the Purchaser relating to its investment in the
      Shares.  The Purchaser has relied solely on the representations, and
      information contained in the covenants and agreements of the Company in
      this Subscription Agreement; the Private Placement Memorandum dated
      October 19, 2009; and the Supplement thereto dated November 20, 2009,
      and on its examination and independent investigation in making its
      decision to acquire the Shares.  The Purchaser has been afforded the
      opportunity to obtain, and has been furnished, all material that it has
      requested relating to the proposed operation of the Company, any other
      matters relating to the business and properties of the Company and the
      offer and sale of the Shares.
    

    
      
        

        

      

      
        
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        2.14  Authority.  Purchaser, if a
      partnership, corporation, trust, limited liability company or other
      entity, agrees that:  (i) the person executing this Subscription
      Agreement has the necessary power and authority to do so; and (ii)
      Purchaser was not organized for the specific purpose of acquiring the
      Shares.
    

    
        2.15  Special Investment Considerations - Risk
      Factors.  The Purchaser has carefully reviewed and understands the
      risk factors with respect to the Purchaser’s purchase of Shares as such
      investment risk factors are set forth in the Private Placement
      Memorandum dated October 19, 2009 and Supplement thereto dated
      November 20, 2009.
    

    
      3.  Restrictions on Transferability.  The Shares shall
      not be transferred before satisfaction of the conditions specified in
      this Article III, which conditions are intended to ensure compliance
      with the provisions of the Securities Act and applicable state
      securities laws with respect to the transfer of any Shares.  Purchaser,
      by entering into this Agreement and accepting the Shares, agrees to be
      bound by the provisions of this Article III.
    

    
         3.1  Restrictive Legend.  Except as
      otherwise provided in this Article III, each certificate representing
      shares of Common Stock shall be stamped or otherwise imprinted with a
      legend in substantially the following form:
    

    
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
      OTHERWISE TRANSFERRED, UNLESS A REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT IS IN EFFECT AT THE TIME OF SALE OR THE HOLDER SUBMITS AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE
      SECURITIES LAWS, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS
      AVAILABLE.”
    

    
         3.2  Transfers. The Purchaser agrees
      that it will not sell, transfer or otherwise dispose of any shares of
      restricted Common Stock, in whole or in part, except pursuant to an
      effective registration statement under the Securities Act, or unless the
      Purchaser submits an opinion of counsel reasonably satisfactory to the
      Company and its counsel that an exemption from registration exists
      thereunder.  Each certificate, if any, evidencing such shares of
      restricted Common Stock issued upon such transfer shall bear the
      restrictive legend set forth in Section 3.1, unless in the written
      opinion of the transferee’s or Purchaser’s counsel delivered to the
      Company in connection with such transfer (which opinion shall be
      reasonably satisfactory to the Company) such legend is not required in
      order to ensure compliance with the Securities Act.
    

    
         3.3  Termination of Restrictions.  The
      restrictions imposed by this Article III upon the transferability of the
      restricted Common Stock and the legend requirement of Section 3.1 shall
      terminate as to any particular share (i) when and so long as such
      security shall have been registered under the Securities Act and
      disposed of pursuant thereto, or (ii) when the Purchaser thereof shall
      have delivered to the Company the written opinion of counsel to such
      Purchaser, which opinion shall be reasonably satisfactory to the
      Company, stating that such legend is not required in order to ensure
      compliance with the Securities Act.  Whenever the restrictions imposed
      by this Article III shall terminate as to any restricted Common Stock,
      as herein above provided, the Purchaser thereof shall be entitled to
      receive from the Company, at the expense of the Company, a new
      certificate representing such Common Stock, not bearing the restrictive
      legend set forth in Section 3.1.
    

    
         3.4  Investment Intent.  The
      Purchaser is acquiring the Shares hereunder for the Purchaser’s own
      account and with no present intention of distributing or selling the
      Shares or any interest in the Shares. The Purchaser agrees that it will
      not sell or otherwise dispose of any of the Shares  or any interest in
      the Shares  unless such sale or other disposition has been registered or
      qualified (as applicable) under the Securities Act and applicable state
      securities laws or, in the opinion of the Purchaser’s counsel delivered
      to the Company (which opinion shall be reasonably satisfactory to the
      Company) such sale or other disposition is exempt from registration or
      qualification under the Securities Act and applicable state securities
      laws.  The Purchaser understands that the sale of the Shares acquired by
      the Purchaser hereunder has not been registered under the Securities
      Act, but the Shares are issued through transactions exempt from the
      registration requirements of, among other things, Section 4(2) of the
      Securities Act and Rule 506 thereunder, and that the reliance of the
      Company on such exemption from registration is predicated in part on
      these representations and warranties of the Purchaser.  The Purchaser
      acknowledges that pursuant to Section 3.1 a restrictive legend
      consistent with the foregoing has been or will be placed on the
      certificates representing the shares of Common Stock until such legend
      is permitted to be removed under applicable law. The Purchaser will have
      no right to require registration of the shares of Common Stock, and the
      Company is under no obligation to cause an exemption for resale to be
      available or register the shares of Common Stock, except as provided in
      Section IV below.
    

    
      
        

        

      

      
        
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         3.5  No Other Representations.  No
      oral or written representations have been made to the Purchaser in
      connection with the Purchaser’s acquisition of the Shares which were in
      any way inconsistent with the information included in the Private
      Placement Memorandum dated October 19, 2009, the Supplement thereto
      dated November 20, 2009, and this Subscription Agreement.  The Purchaser
      has not made its decision to acquire Shares or to execute and deliver
      this Agreement on the basis of any belief that any officer, director or
      affiliate of the Company or any current stockholder of the Company would
      make an investment in the Company now or in the future.
    

    
      4.  Registration.
    

    
         4.1  Required Registration. Subject
      to exceptions and limitations described herein, the Company shall use
      its best efforts, within six months of the closing of the Private
      Placement, to cause a Registration Statement to be filed with the
      Commission on Form S-3, if available, or, if Form S-3 is not available
      for the registration of the Shares, on such form as may be prescribed by
      the Commission, providing for the resale of the Shares.  Such
      Registration Statement shall contain all appropriate undertakings
      necessary to comply with Rule 415 under the Securities Act pertaining to
      “shelf registration” or delayed offerings of securities.  The Company
      shall use its best reasonable efforts to cause the Commission to declare
      such Registration Statement effective and to maintain the effectiveness
      of such Registration Statement pursuant to Section 4.3 below.
    

    
         4.2  Obligations of the Company.  If
      and whenever the Company is required by the provisions hereof to effect
      or cause the registration of any Shares under the Securities Act as
      provided herein, the Company shall:
    

    
           4.2.1  use its best efforts to prepare and file with the Commission
      a Registration Statement with respect to such Shares and use its
      best  reasonable efforts to cause such Registration Statement to become
      and remain effective;
    

    
           4.2.2  prepare and file with the Commission such amendments to such
      Registration Statement (including post-effective amendments) and
      supplements to the prospectus included therein as may be necessary to
      keep such Registration Statement effective, subject to the
      qualifications in Section 4(a), and to comply with the provisions of the
      Securities Act with respect to the sale or other disposition of all
      Shares covered by such Registration Statement during such period in
      accordance with the intended methods of disposition by the
      Purchaser  set forth in such Registration Statement;
    

    
           4.2.3  furnish to the Purchaser such number of copies of such
      Registration Statement and of each such amendment and supplement thereto
      (in each case including all exhibits), such number of copies of the
      prospectus included in such registration statement (including each
      preliminary prospectus), in conformity with the requirements of the
      Securities Act, and such other documents, as the Purchaser may
      reasonably request, in order to facilitate the public sale or other
      disposition of the Shares owned by the Purchaser;
    

    
      
        

        

      

      
        
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           4.2.4  use its best efforts to register and/or qualify the
      securities covered by the Registration Statement under such other
      securities or blue sky laws of such jurisdictions as shall be reasonably
      requested by the Purchasers participating in the Registration and as may
      be reasonably appropriate for the distribution of such Shares, provided,
      however, that notwithstanding anything in this Agreement to the
      contrary, in the event any jurisdiction in which the securities shall be
      qualified imposes a non-waivable requirement that expenses incurred in
      connection with the qualification of the Shares be borne by selling
      shareholders, the Purchasers shall pay their pro rata share of such
      expenses;
    

    
           4.2.5  notify the Purchaser at any time when a prospectus relating
      to his or its Registrable Securities is required to be delivered under
      the Securities Act, of the Company’s becoming aware that the prospectus
      included in the related Registration Statement, as then in effect,
      includes an untrue statement of a material fact or omits to state any
      material fact required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then
      existing, and promptly prepare and furnish to the Purchaser a reasonable
      number of copies of a prospectus supplemented or amended so that, as
      thereafter delivered to the purchasers of such Registrable Securities,
      such prospectus shall not include an untrue statement of a material fact
      or omit to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading in the light of
      the circumstances then existing;
    

    
           4.2.6  otherwise use its best efforts to comply with all applicable
      rules and regulations of the Commission;
    

    
           4.2.7  cause all such Shares on such Registration Statement to be
      listed on each securities exchange or automated quotation service
      (including The NASDAQ Global Select Market) on which similar securities
      issued by the Company are then listed; and
    

    
           4.2.8  notify the Purchaser of any stop order threatened or issued
      by the Commission and take all actions reasonably necessary to prevent
      the entry of such stop order or to remove it if entered.
    

    
         4.3  Other Procedures.
    

    
           4.3.1  Subject to the Company’s general obligation to use its best
      efforts under Section 3, the Company shall be required to maintain the
      effectiveness of a Registration Statement (under Form S-3) until the
      earlier of (i) the date of settlement of and sale of all Shares or (ii)
      24 months from the effective date of the Registration Statement.
    

    
           4.3.2  In consideration of the Company’s obligations under this
      Agreement, the Purchaser agrees that, upon receipt of any notice from
      the Company of the happening of any event of the kind described in
      Section 4.2.5 herein, the Purchaser shall forthwith discontinue its or
      his sale of Shares pursuant to the Registration Statement covering such
      Shares until the Purchaser’s receipt of the copies of the supplemented
      or amended prospectus contemplated by said Section 4.2.5 and, if
      so directed by the Company, shall deliver to the Company (at the
      Company’s expense) all copies, other than permanent file copies, then in
      the Purchaser’s possession of the prospectus covering such Shares
      current at the time of receipt of such notice.
    

    
           4.3.3  The Company’s obligation to file any Registration Statement
      or amendment, including a post-effective amendment, shall be subject to
      each Purchaser, as applicable, furnishing to the Company in writing upon
      the Company’s reasonable request such information and documents
      regarding such Purchaser and the distribution of such Purchaser’s Shares
      as may reasonably be required to be disclosed in the Registration
      Statement in question by the rules and regulations under the Securities
      Act or under any other applicable securities or blue sky laws of the
      jurisdiction referred to in Section 4.2.4 herein.  The Company’s
      obligations are also subject to each Purchaser promptly executing any
      representation letter concerning compliance with Regulation M under the
      Exchange Act (or any successor rule or regulation).
    

    
      
        

        

      

      
        
          8
        

        
          


        

      

      
        

        

      

    

    

    

    
           4.3.4  If any such registration or comparable statement refers to
      the Purchaser by name or otherwise as a shareholder of the Company, but
      such reference to the Purchaser by name or otherwise is not required by
      the Securities Act or the rules thereunder, then each Purchaser shall
      have the right to require the deletion of the reference to the
      Purchaser, as may be applicable.
    

    
           4.3.5  In connection with the sale of Shares, the Company shall
      deliver to each purchaser a copy of the necessary prospectus and, if
      applicable, prospectus supplement, within the time required by Section
      5(b) of the Securities Act.
    

    
         4.4  Registration Expenses.  In
      connection with any registration of Shares pursuant to this Section 4,
      the Company shall, whether or not any such registration shall become
      effective, from time to time, pay all expenses (other than Selling
      Expenses) incident to its performance of or compliance, including,
      without limitation, all registration, and filing fees, fees and expenses
      of compliance with securities or blue sky laws, word processing,
      printing and copying expenses, messenger and delivery expenses, fees and
      disbursements of counsel for the Company and all independent public
      accountants and other persons retained by the Company.
    

    
      5.  Indemnification.  Purchaser hereby agrees to
      indemnify and hold harmless the Company, any corporation or entity
      affiliated with the Company, the officers, directors, agents and
      employees of the Company and any professional advisors thereto, from and
      against any and all loss, damage, liability or expense, including costs
      and reasonable attorneys’ fees, to which they may become subject or
      which they may incur by reason of or in connection with any
      misrepresentation made by Purchaser herein, or any breach of any of his
      or her representations and warranties or Purchaser’s failure to fulfill
      any of the covenants or agreements under this Subscription Agreement.
    

    
      6.  Issuance of Additional Shares in Certain Events.  The
      Company is in the process of exploring alternatives for raising
      additional capital subsequent to the close of the Private Placement to
      further strengthen the Company’s financial condition and enhance its
      capital ratios and liquidity.  The terms of any such offering of
      additional securities may be more favorable to investors than those
      offered in the Private Placement.  In the event the Company issues
      additional common stock within three months of the close of this Private
      Placement on terms more favorable than those in this Private Placement,
      investors in this Private Placement will automatically receive
      additional shares of the Company’s common stock as soon as practicable
      following the close of such subsequent offering in such amount as to
      effectively make the purchase price per share paid by such investors
      approximately equal to those paid by investors in the subsequent
      offering.  If the Company offers securities convertible into common
      stock at a conversion price less than the price paid for common stock in
      this Private Placement, then the investors in this Private Placement
      would receive any additional shares to which they are entitled as soon
      as practicable following the conversion of any such shares into common
      stock, rather than upon the close of the offering; provided, however,
      that in order for investors in this Private Placement to have the right
      to receive any additional shares, such conversion must occur within six
      months of the close of the Private Placement.
    

    
      7.  Miscellaneous.
    

    
         7.1  Notice.  All notices or other
      communications given or made hereunder will be in writing and will be
      delivered or mailed by registered or certified mail, return receipt
      requested, postage prepaid, to the undersigned at the address set forth
      on the signature page below and to the Company at Center Financial
      Corporation, 3435 Wilshire Boulevard, Suite 700, Los Angeles, California
      90010, Attention: Lonny D. Robinson.
    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    

    

    
         7.2  Governing Law.  This Agreement
      will be construed in accordance with and governed by the laws of the
      State of California.
    

    
         7.3  Entire Agreement.  This
      Agreement constitutes the entire agreement between the parties with
      respect to the subject matter hereof and may be amended only by a
      writing executed by all parties.
    

    
         7.4  Binding Effect.  This Agreement
      will be binding upon and inure to the benefit of all of the parties
      hereto and all other persons who may hereafter acquire Shares and the
      heirs, executors, administrators, successors and assigns of all such
      persons.
    

    

    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    

    

    
      SUBSCRIPTION AGREEMENT

    

    
      SIGNATURE PAGE*

    

    
      IN WITNESS WHEREOF, the undersigned hereby represents and warrants that
      he, she or it has read this entire Subscription Agreement and the
      Private Placement Memorandum dated October 19, 2009, and the Supplement
      thereto dated November 20, 2009, and has executed this Subscription
      Agreement this ______ day of November, 2009.
    

    
      SUBSCRIPTION

    

    
      Number of Shares of Center Financial Corporation Subscribed for
      ______________________
    

    
      Total Amount to be Paid at $3.71 Per Share:        $__________________
    

    
    	
          Address:
        	
           
        	
          
             
          

          
             
          

        
	
           
        	

        	
          
            Name of Subscriber
          

        
	
           
        	

        	

        
	
           
        	

        	
          
            By:
          

        


    

    
      Employee ID No. or Social Security No.:_____________________
    

    
      TYPE OF OWNERSHIP (Check One)

    

    
    	
          ____ INDIVIDUAL OWNERSHIP
        	
          _____ COMMUNITY PROPERTY
        
	

        	
           
        
	
          _____ JOINT TENANTS WITH RIGHT OF SURVIVORSHIP
        	
          _____ TENANTS IN COMMON
        


    

    

    

    
      *  NOTE:  Purchasers which are trusts, partnerships,
      corporations or limited liability companies must complete and execute
      Exhibit A, B, C or D hereto, as applicable.
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    

    

    
      TRUST, PARTNERSHIP, CORPORATE OR
LIMITED
      LIABILITY COMPANY INVESTORS

    

    
      (Complete and Return One, if Applicable)

    

    

    

    
      _____     CERTIFICATE OF TRUST INVESTOR (EXHIBIT “A”)
    

    
      _____     CERTIFICATE OF PARTNERSHIP INVESTOR (EXHIBIT “B”)
    

    
      _____     CERTIFICATE OF CORPORATE INVESTOR (EXHIBIT “C”)
    

    
      _____     CERTIFICATE OF LIMITED LIABILITY COMPANY INVESTOR (EXHIBIT “D”)
    

    

    

    
      
        

        

      

      
        
          12
        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBIT “A”

    

    
      CERTIFICATE OF TRUST INVESTOR

    

    

    

    
      CERTIFICATE OF ________________________________________________ (the
      “Trust”).
(Name of Trust)
    

    
      The undersigned, constituting Trustee(s) of the Trust, hereby certify as
      follows:
    

    
      1.        That the Trust was established pursuant to a Trust Agreement
      dated __________________________ (the “Agreement”).
    

    
      2.        That a true and correct copy of the portions of the Agreement
      relevant to the authority of the Trust to make this investment is
      attached hereto and that, as of the date hereof, the Agreement has not
      been amended (except as to any attached amendments) or revoked and is in
      full force and effect.
    

    
      3.        That, as Trustee(s) of the Trust, we have authority to
      determine, and have determined (a) that the investment in, and the
      purchase of an interest in Center Financial Corporation is of benefit to
      the Trust and (b) to make such investment on behalf of the Trust.
    

    
      4.        That _________________ is authorized to execute, on behalf of
      the Trust, any and all documents in connection with the Trust’s
      investment in Center Financial Corporation.
    

    
      IN WITNESS WHEREOF, we have executed this certificate as the Trustee(s)
      of the Trust this ____ day of November, 2009, and declare that it is
      truthful and correct.
    

    

    

    
    	
           
        	
           
        
	

        	
          
            (Name of Trust)
          

        
	

        	
          
            By
          

        
	

        	
          
            Trustee
          

        
	

        	
           
        
	

        	
          
            By
          

        
	

        	
          
            Trustee
          

        
	

        	
           
        
	

        	
          
            By
          

        
	

        	
          
            Trustee
          

        


    

    

    

    
      EXHIBIT “A”

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBIT “B”

    

    
      CERTIFICATE OF PARTNERSHIP INVESTOR

    

    

    

    
      CERTIFICATE OF _____________________________________________ (the
      “Partnership”).
                                           (Name
      of Partnership)
    

    
      The undersigned, constituting all of the partners of the Partnership who
      must consent to the proposed investment by the Partnership hereby
      certify as follows:
    

    
      1.        That the Partnership commenced business on _______________ and
      was established pursuant to a Partnership Agreement dated
      __________________ (the “Agreement”).
    

    
      2.        That a true and correct copy of the portions of the Agreement
      relevant to the authority of the Partnership to make this investment is
      attached hereto and that, as of the date hereof, the Agreement has not
      been amended (except as to any attached amendments) or revoked and is in
      full force and effect.
    

    
      3.        That, as partners of the Partnership, we have authority to
      determine, and have determined (i) that the investment in, and the
      purchase of an interest in Center Financial Corporation is of benefit to
      the Partnership and (ii) to make such investment on behalf of the
      Partnership.
    

    
      4.        That _________________ is authorized to execute, on behalf of
      the Partnership, any and all documents in connection with the
      Partnership’s investment in Center Financial Corporation.
    

    
      IN WITNESS WHEREOF, we have executed this certificate as partners of the
      Partnership this ____ day of November, 2009, and declare that it is
      truthful and correct.
    

    

    

    
    	
           
        	
           
        
	

        	
          
            (Name of Partnership)
          

        
	

        	
          
            By
          

        
	

        	
          
            Partner
          

        
	

        	
           
        
	

        	
          
            By
          

        
	

        	
          
            Partner
          

        
	

        	
           
        
	

        	
          
            By
          

        
	

        	
          
            Partner
          

        


    

    

    

    
      EXHIBIT “B”

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBIT “C”

    

    
      CERTIFICATE OF CORPORATE INVESTOR

    

    

    

    
      CERTIFICATE OF _____________________________________________ (the
      “Corporation”).
                                           (Name
      of Corporation)
    

    
      The undersigned, being the duly elected and acting Secretary or
      Assistant Secretary of the Corporation, hereby certifies as follows:
    

    
      1.        That the Corporation commenced business on ___________________
      and was incorporated under the laws of the State of __________________
      on ________________.
    

    
      2.        That the Articles of Incorporation and By-Laws of the
      Corporation do not prohibit this investment.
    

    
      3.        That the Board of Directors of the Corporation has determined,
      or appropriate officers under authority of the Board of Directors have
      determined, that the investment in, and purchase of an interest in
      Center Financial Corporation is of benefit to the Corporation and has
      determined to make such investment on behalf of the
      Corporation.  Attached hereto is a true, correct and complete copy of
      resolutions of the Board of Directors (or an appropriate committee
      thereof) of the Corporation duly authorizing this investment, and said
      resolutions have not been revoked, rescinded or modified and remain in
      full force and effect.
    

    
      4.        That the following named individuals are duly elected officers
      of the Corporation, who hold the offices set opposite their respective
      names and who are duly authorized to execute any and all documents in
      connection with the Corporation’s investment in Center Financial
      Corporation, and that the signatures written opposite their names and
      titles are their correct and genuine signatures.
    

    
    	
          
            Name
          

        	
           
        	
          
            Title
          

        	
           
        	
          
            Signature
          

        	
          
             
          

        
	
           
        	

        	
           
        	

        	
           
        	

        
	
           
        	

        	
           
        	

        	
           
        	

        
	
           
        	

        	
           
        	

        	
           
        	

        


    

    
      IN WITNESS WHEREOF, I have executed this certificate and affixed the
      seal of the Corporation this ______ day of November, 2009, and declared
      that it is truthful and correct.
    

    
      [SEAL]
    

    
    	
           
        	

        	
           
        	
          (Name of Corporation)
        
	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
             
          

        
	

        	

        	

        	
          
            Name:
          

        
	

        	

        	

        	
          
            Title:
          

        


    

    

    

    
      EXHIBIT “C”

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBIT “D”

    

    
      CERTIFICATE OF LIMITED LIABILITY COMPANY INVESTOR

    

    

    

    
      CERTIFICATE OF ___________________________________________________ (the
      “LLC”).
                                       (Name of
      Limited Liability Company)
    

    
      The undersigned, constituting all of the members and/or managers of the
      LLC who must consent to the proposed investment by the LLC hereby
      certify as follows:
    

    
      1.        That the LLC commenced business on _______________ and is
      governed pursuant to an Operating Agreement dated __________________
      (the “Agreement”).
    

    
      2.        That a true and correct copy of the portions of the Operating
      Agreement relevant to the authority of the LLC to make this investment
      is attached hereto and that, as of the date hereof, the Agreement has
      not been amended (except as to any attached amendments) or revoked and
      is in full force and effect.
    

    
      3.        That, as members and/or managers of the LLC, we have authority
      to determine, and have determined (i) that the investment in, and the
      purchase of an interest in Center Financial Corporation is of benefit to
      the LLC and (ii) to make such investment on behalf of the LLC.
    

    
      4.        That _________________ is authorized to execute, on behalf of
      the LLC, any and all documents in connection with the LLC’s investment
      in Center Financial Corporation.
    

    
      IN WITNESS WHEREOF, we have executed this certificate as members and/or
      managers of the LLC this ____ day of November, 2009, and declare that it
      is truthful and correct.
    

    

    

    
    	
           
        	
          
            (Name of LLC)
          

        
	

        	
           
        
	

        	
          
            By
          

        
	

        	
          
            [Member] [Manager]
          

        
	

        	
           
        
	

        	
          
            By
          

        
	

        	
          
            [Member] [Manager]
          

        
	

        	
           
        
	

        	
          
            By
          

        
	

        	
          
            [Member] [Manager]
          

        


    

    

    

    
      5024.012/311577.2
    

    
      EXHIBIT “D”